HomeMy WebLinkAboutContract 43204 (2)DocuSign Envelope ID: 5612A3CF-3923-4880-9A0A-7A4C5D8DA077
City of Fort Worth, City Manager's Office, Budget and Research Division
Capital Project Evaluation Process Development
PSA#: XXXX, May, 2012
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered
into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal
corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and
through Tom Higgins, its duly authorized City Manager, and Westin Engineering, Inc.
("Consultant"), a California Corporation and acting by and through Douglas J. Harp (Jeff Liebig),
its duly authorized Chief Executive Officer and President (Chief Financial Officer), with its
principle place of business at 3100 Zinfandel Drive, Suite 300, Rancho Cordova, CA 95670.
The Contract Documents shall include this Agreement plus all attachments listed below, which
are attached hereto and incorporated herein for all purposes incident to this Agreement:
a) Exhibit A — Professional Services Rates
b) Appendix B ® Task Order
1. SCOPE OF SERVICES.
1.1 Consultant Services.
Consultant hereby agrees to provide the City with professional consulting
services for the purpose of specified in the Task Orders attached hereto and
incorporated for all purposes incident to this Agreement is Appendix Bn1, Task Order,
more specifically describing the services to be provided hereunder. The Task Order is
incorporated by this reference into this Agreement. To the extent the Task Order
conflicts with this Agreement, this Agreement will prevail. The term "Consultant" shall
include employees, directors, officers, agents or representatives.
1.2 Work Product.
All work produced by Consultant under this Agreement (collectively the "Work
Product") will be considered the works for hire and will be the sole and exclusive
property of the City once paid for in full by the City. In the event that the Work Product is
not copyrightable subject matter or is for any reason not deemed to be works for hire,
Consultant hereby assigns all right, title and interest in the Work Product to the City and
will execute any documents required to evidence such assignment. Without limiting the
foregoing, Consultant understands and agrees that Consultant will not retain any
ownership rights whatsoever in or to the Work Product. Consultant hereby represents
that the Work Product will be original work and will not infringe upon or violate rights of
any person or entity, including, without limitation, any copyrights, trademarks or rights of
privacy or publicity. This provision shall survive the termination or expiration of this
Agreement.
2. TERM.
This Agreement shall commence upon the date that both the City and Consultant have
executed this Agreement ("Effective Date") and shall expire one (1) year from the Effective Date
unless terminated earlier in accordance with the provisions of this agreement.
Professional Services Agreement
Westin Engineering, Inc
Page 1 of 11
05-11-12 A11:Oi IN
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: 5612A3CF-3923-4880-9A0A-7A4C5D8DA077
City of Fort Worth, City Manager's Office, Budget and Research Division
Capital Project Evaluation Process Development
PSA#: XXXX, May, 2012
3. COMPENSATION.
The City shall pay Consultant per the terms of the individual executed task orders in
accordance with Exhibit A "Professional Services Hourly Rates", which such total annual
aggregate amount shall not exceed $45,900. Exhibit "A," is attached hereto and is incorporated
for all purposes incident to this Agreement Each individual task order shall be listed as Appendix
B-1, Appendix B-2, Appendix B-3 and so forth, and each task order shall be attached and
incorporated into the Agreement. Each task order shall set forth the name of the personnel to
provide the services, the specific project to which the personnel will be assigned, the specific
services to be provided by the personnel, the start and end date of the personnel, the hourly rate
or salary of the assigned personnel and any other regulations as agreed to by the parties that
may apply to the specific personnel.
4. TERMINATION.
4.1. Written Notice.
The City or Consultant may terminate this Agreement at any time and for any
reason by providing the other party with 30 days written notice of termination.
4.2 Non -appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any
fiscal period for any payments due hereunder City will notify Consultant of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for
which appropriations were received without penalty or expense to the City of any kind
whatsoever, except as to the portions of the payments herein agreed upon for which
funds shall have been appropriated.
4.3 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the
City shall pay Consultant for services actually rendered up to the effective date of
termination and Consultant shall continue to provide the City with services requested by
the City and in accordance with this Agreement up to the effective date of termination.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the City that Consultant has made full disclosure in
writing of any existing or potential conflicts of interest related to Consultant's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing.
Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all
information provided to it by the City as confidential and shall not disclose any such information
to a third party without the prior written approval of the City. Consultant shall store and maintain
City Information in a secure manner and shall not allow unauthorized users to access, modify,
delete or otherwise corrupt City Information in any way. Consultant shall notify the City
immediately if the security or integrity of any City information has been compromised or is
believed to have been compromised.
Professional Services Agreement
Westin Engineering, Inc
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DocuSign Envelope ID: 5612A3CF-3923-4880-9A0A-7A4C5D8DA077
City of Fort Worth, City Manager's Office, Budget and Research Division
Capital Project Evaluation Process Development
PSA#: XXXX, May, 2012
RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after final
payment under this contract have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers and records of the consultant involving transactions
relating to this Contract at no additional cost to the City. Consultant agrees that the City shall
have access during normal working hours to all necessary Consultant facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with
the provisions of this section The City shall give Consultant reasonable advance notice of
intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until expiration of three
(3) years after final payment of the subcontract, have access to and the right to examine at
reasonable times any directly pertinent books, documents, papers and records of such
subcontractor involving transactions related to the subcontract, and further that City shall have
access during normal working hours to all subcontractor facilities and shall be provided
adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent
contractor as to all rights and privileges granted herein, and not as agent, representative or
employee of the City. Subject to and in accordance with the conditions and provisions of this
Agreement, Consultant shall have the exclusive right to control the details of its operations and
activities and be solely responsible for the acts and omissions of its officers, agents servants,
employees, contractors and subcontractors. Consultant acknowledges that the doctrine of
respondeat superior shall not apply as between the City, its officers, agents servants and
employees, and Consultant, its officers, agents, employees servants, contractors and
subcontractors. Consultant further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Consultant.
8. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR PROPERTY LOSS,
PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND
ALL PERSONS, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY
and HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, FROM AND AGAINST CLAIMS OR LAWSUITS FOR EITHER PROPERTY
DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST
PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO PERSONS, ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY
THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
Professional Services Agreement
Westin Engineering, Inc
Page 3of11
DocuSign Envelope ID: 5612A3CF-3923-4880-9A0A-7A4C5D8DA077
City of Fort Worth, City Manager's Office, Budget and Research Division
Capital Project Evaluation Process Development
PSA#: XXXX, May, 2012
ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obligations or rights under
this Agreement without the prior written consent of the City. If the City grants consent to an
assignment, the assignee shall execute a written agreement with the City and the Consultant
under which the assignee agrees to be bound by the duties and obligations of Consultant under
this Agreement. The Consultant and Assignee shall be jointly liable for all obligations under this
Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor
shall execute a written agreement with the Consultant referencing this Agreement under which
the subcontractor shall agree to be bound by the duties and obligations of the Consultant under
this Agreement as such duties and obligations may apply. The Consultant shall provide the City
with a fully executed copy of any such subcontract.
10. INSURANCE.
Consultant shall provide the City with certificate(s) of insurance documenting policies of
the following minimum coverage limits that are to be in effect prior to commencement of any
work pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each accident on a combined single limit basis or
(c)
Coverage shall be on any vehicle used by the Consultant, its
employees, agents, representatives in the course of the providing
services under this Agreement. "Any vehicle" shall be any vehicle
owned, hired and non -owned
Worker's Compensation
Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease - per each employee
$500,000 Disease - policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits consistent
with statutory benefits outlined in the Texas workers' Compensation Act (Art
8308 — 1.01 et seq. Tex Rev. Civ. Stat.) and minimum policy limits for
Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily
injury disease policy limit and $100,000 per disease per employee
(d) Professional Liability (Errors & Omissions)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Coverage shall be claims -made, and maintained for the duration of the
Professional Services Agreement
Westin Engineering, Inc
Page 4 of 11
DocuSign Envelope ID: 5612A3CF-3923-4880-9A0A-7A4C5D8DA077
City of Fort Worth, City Manager's Office, Budget and Research Division
Capital Project Evaluation Process Development
PSA#: XXXX, May, 2012
contractual agreement and for two (2) years following completion of
services provided. An annual certificate of insurance shall be submitted
to the City to evidence coverage.
10.2 Certificates.
Certificates of Insurance evidencing that the Consultant has obtained all
required insurance shall be delivered to the City prior to Consultant proceeding
with any work pursuant to this Agreement. All policies shall be endorsed to
name the City as an additional insured thereon, as its interests may appear. The
term City shall include its employees, officers, officials, agent, and volunteers in
respect to the contracted services. Any failure on the part of the City to request
required insurance documentation shall not constitute a waiver of the insurance
requirement. A minimum of thirty (30) days notice of cancellation shall be
provided to the City. Ten (10) days notice shall be acceptable in the event of
non-payment of premium Such terms shall be endorsed onto Consultant's
insurance policies. Notice shall be sent to the Risk Manager City of Fort Worth,
1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney
at the same address.
11. COMPLIANCE WITH LAWS. ORDINANCES. RULES AND REGULATIONS.
Consultant agrees to comply with all applicable federal, state and local laws, ordinances,
rules and regulations If the City notifies Consultant of any violation of such laws, ordinances,
rules or regulations, Consultant shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Consultant, for itself its personal representatives, assigns, subcontractors and
successors in interest, as part of the consideration herein, agrees that in the performance of
Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. If any claim
arises from an alleged violation of this non-discrimination covenant by Consultant, its personal
representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume
such liability and to indemnify and defend the City and hold the City harmless from such claim.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation
of the transmission or (3) received by the other party by United States Mail registered, return
receipt requested, addressed as follows:
To The CITY:
City of Fort Worth
City Manager's Office
Budget and Research Division
Attn: Joe Komisarz
1000 Throckmorton
Fort Worth TX 76102-6311
Tel• (817) 392-7371
Fax: (817) 392-8502
Professional Services Agreement
Westin Engineering, Inc
Page 5 of 11
To CONSULTANT:
Westin Engineering, Inc
Attn: Howard Richards, P.E.
1201 Main Street, Suite 2775
Dallas, TX, 75202
Tel (214) 223-2719
Fax: (214) 337-3691
DocuSign Envelope ID: 5612A3CF-3923-4880-9A0A-7A4C5D8DA077
City of Fort Worth, City Manager's Office, Budget and Research Division
Capital Project Evaluation Process Development
PSA#: XXXX, May, 2012
14. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shall, during the term of this agreement and additionally
for a period of one year after its termination, solicit for employment or employ, whether as
employee or independent contractor, any person who is or has been employed by the other
during the term of this agreement, without the prior written consent of the person's employer.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does not waive
or surrender any of its governmental powers.
16. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver
of the City's or Consultant's respective right to insist upon appropriate performance or to assert
any such right on any future occasion.
17. GOVERNING LAW / VENUE.
This Agreement shall be construed in accordance with the internal laws of the State of
Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the
United States District Court for the Northern District of Texas, Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired.
19. FORCE MAJEURE.
The City and Consultant shall exercise their best efforts to meet their respective duties
and obligations as set forth in this Agreement but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control
(force majeure) including, but not limited to, compliance with any government law, ordinance or
regulation, acts of God, acts of the public enemy, fires strikes, lockouts, natural disasters, wars,
riots material or labor restrictions by any governmental authority, transportation problems and/or
any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall not
be deemed a part of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Agreement or
exhibits hereto.
Professional Services Agreement
Westin Engineering, Inc
Page 6 of 11
DocuSign Envelope ID: 5612A3CF-3923 4880-9A0A-7A4C5D8DA077
City of Fort Worth, City Manager's Office, Budget and Research Division
Capital Project Evaluation Process Development
PSA#: XXXX, May, 2012
22. AMENDMENTS / MODIFICATIONS / EXTENSTIONS.
No extension, modification or amendment of this Agreement shall be binding upon a
party hereto unless such extension, modification, or amendment is set forth in a written
instrument, which is executed by an authorized representative and delivered on behalf of such
party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference contains the entire understanding and agreement between
the City and Consultant, their assigns and successors in interest as to the matters contained
herein. Any prior or contemporaneous oral or written agreement is hereby declared null and
void to the extent in conflict with any provision of this Agreement.
24. SIGNATURE AUTHORITY.
The person signing this agreement hereby warrants that he/she has the legal authority to
execute this agreement on behalf of the respective party, and that such binding authority has
been granted by proper order, resolution, ordinance or other authorization of the entity. The other
party is fully entitled to rely on this warranty and representation in entering into this Agreement.
[SIGNATURE PAGE FOLLOWS]
Professional Services Agreement
Westin Engineering, Inc
Page 7 of 11
DocuSign Envelope ID: 5612A3CF-3923-4880-9A0A-7A4C5D8DA077
City of Fort Worth, City Manager's Office, Budget and Research Division
Capital Project Evaluation Process Development
PSA#: XXXX, May, 2012
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
multiples this �� dayof May, 2012.
Y
CITY OF FORT WORTH:
By:
1.
Name: Mr. To : gins
Title: City Manager
Date:
ATTEST:
By:
City Secretar
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WESTIN ENGINEERING, INC:
By:
Name:
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APPROVED A TO FORM AND LEGALITY:
By: ,-
Assistant Cittorney
CONTRACT AUTHORIZATION:
M&C: None Required
Professional Services Agreement
Westin Engineering, Inc
Page 8 of 11
OFFICIAL RECORD
CITY SECRETARY
LFT. WORTH) 7X
DocuSign Envelope ID: 5612A3CF-3923-4880-9A0A-7A4C5D8DA077
City of Fort Worth, City Manager's Office, Budget and Research Division
Capital Project Evaluation Process Development
PSA#: XXXX, May, 2012
Code
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EXHIBIT A
PROFESSIONAL SERVICES HOURLY RATES
Category
Managing Principal
Senior Principal Consultant
Principal Consultant
Senior Consultant II
Senior Consultant I
Staff Consultant
Associate Consultant
Analyst II
Analyst I
Project Assistant
Clerical
Hourly Rates (US$)
$275.00
$255.00
$240.00
$225.00
$210.00
$180.00
$145.00
$120.00
$100.00
$85.00
$60.00
The above labor rates do not include sales or service taxes, if any.
Non Labor Costs: Subcontract and other direct expenses will be billed at cost, plus 10%. These
costs may include but are not limited to travel mail/shipping outside printing & binding,
subcontractor charges, project equipment/software. Mileage will be expensed per the current
IRS guidelines at the time of travel.
Westin Standard Rate sheets are increased annually in the January billing cycle of each year. If
the contract extends beyond January of any year, a rate increase can be expected.
Professional Services Agreement
Westin Engineering, Inc
Page 9 of 11
DocuSign Envelope ID: 5612A3CF-3923-4880-9A0A-7A4C5D8DA077
City of Fort Worth, City Manager's Office, Budget and Research Division
Capital Project Evaluation Process Development
PSA#: XXXX, May, 2012
Appendix B-1
Task Order For
Capital Project Evaluation Process Development
Background
The City is in the process of developing the fiscal year CIP budget for adoption, and desires to
develop standardize processes for prioritizing candidate projects, and a plan for improving long
range planning The City's objectives include:
• Consistent delivery of high quality projects that meet the needs of citizens
• Integration and coordination of capital projects planning and budgeting across the City
• Improve transparency with reliable monitoring and reporting of the CIP execution
Scope
Westin will provide consulting and support for the tasks and activities below, by providing best
practices, conducting workshops, and facilitating the decision making process, as required for
adoption of a plan that meet the near- and long-term needs of the City and its citizens.
Task 1 - Capital Project Plan Development: This task will develop the framework for a
strategic capital projects planning and programming plan which will outline a
methodology for projecting and prioritizing future capital projects as well as funding
strategies for making the projects financially executable. It will commence with the
review of existing capital project request processes, financial strategy processes and a
compilation of prior and current capital projects requests. The deliverable will be a report
that is a framework for a future business process that outlines the steps required for this
plan, the components of each step and the estimated time frame required for the plans
execution.
Task 2 - Review, Validate and Prioritize Fort Worth's Capital Project Requests: This
task will compile Capital Project submissions from City Departments for the five years
starting in 2014 (when new bond fund dollars are expected to become available). The
task will also develop an objective project prioritization process which will then be used to
evaluate and rank requested projects. (Note that projects will be submitted to Westin
already prioritized internally within the department. For example, road 1 will be submitted
and identified as higher priority than road 2; library 1 will be identified as more important
that library 2, etc. Westin will develop the evaluation process to prioritize road 1 against
library 1, etc.). The project prioritization process will be based on criteria determined
through a facilitated process involving a cross-section of stakeholders. A separate
evaluation team will be assembled to validate [projects, and score and rank each project
based on the evaluation system. The validation process will involve conducting review
team meetings with project requestors (departments) to address questions or add clarity.
Task 3 - Present Plan to City Management and City Council: Tasks 1 and 2 are
expected to result in two outcomes. 1) a five year capital project plan recommended for
funding, and 2) a framework for planning and programming future capital project needs.
The plan will be presented to a City Council workshop on June 7, 2012. Prior to the
workshop there will be presentations made to City management and others to answer
questions and obtain feedback. Feedback and comments will be incorporated into the
plan prior to the City Council presentation.
Fee
Professional Services Agreement
Westin Engineering, Inc
Page 10 of 11
DocuSign Envelope ID: 5612A3CF-3923-4880-9A0A-7A4C5D8DA077
City of Fort Worth, City Manager's Office, Budget and Research Division
Capital Project Evaluation Process Development
PSA#: XXXX, May, 2012
The work will be performed on a on a time and material basis. Based on a schedule from May 7
through June 7, 2012, the estimate is 160 hours and five 4-day trips. Westin will assign principal
level consultants at a billing rate of $240.00 an hour, and travel will be reimbursed at cost. The
proposed not -to -exceed (NTE) price is $45,900 including labor and expenses.
Approval
City of Fort Worth:
Sign:
Title:
Professional Services Agreement
Westin Engineering, Inc
Page 11 of 11
Date: